THIS DOCUMENT WHEN SIGNED CONSTITUTES A LEGALLY BINDING CONTRACT THAT REQUIRES ARBITRATION TO RESOLVE ANY DISPUTES BETWEEN THE PARTIES. CONSULTING AGREEMENT
THIS
DOCUMENT WHEN SIGNED CONSTITUTES A LEGALLY BINDING
CONTRACT
THAT REQUIRES ARBITRATION TO RESOLVE ANY
DISPUTES
BETWEEN THE PARTIES.
This
CONSULTING AGREEMENT (the "Agreement") entered into by and between HOUSE OF
BRUSSELS CHOCOLATES, INC., ("HBSL"), a Nevada business corporation, whose
principal business office is at Suite 208, 750 Terminal Avenue, Vancouver,
British Columbia, Canada V6A 2M5, and WYOMING CORPORATE STRATEGIES, INC. ("CS"),
a Wyoming business corporation, whose principal business office is at XX-0 Xxx
0000 Xxxxxxxxx XX, 00000.
WHEREAS,
HBSL is a manufacturer and wholesaler of premium Belgium-style chocolates, whose
stock is publicly traded and is listed on the Over the Counter Bulletin Board
operated by the National Association of Securities Dealers, Inc.;
and,
WHEREAS,
CS, by its officer and consultants, has a background in Public Company Corporate
Finance and Financial Public Relations and is willing to provide consulting
services to HBSL relating to Investor Relations/Public Relations ("IR/PR");
and,
WHEREAS,
HBSL desires to have IR/PR services provided by CS.
NOW
THEREFORE, the parties agree as follows:
1. DESCRIPTION
OF SERVICES. The purpose of the engagement is for CS to provide communications
consulting services to HBSL. Beginning with the date of this agreement, and
during the term of this agreement, CS, by its employees, consultants and agents,
shall consult and advise HBSL for Investor Relations/Public Relations purposes
as HBSL may reasonably request, including advising the Company in methods to
increase prospective investor awareness; shareholder values and stock liquidity.
If requested by HBSL, CS may provide additional services without additional
compensation, such as consulting, coordinating, and assisting HBSL regarding
corporate finance; assisting and advising the Company and its outside
consultants in structuring and designing financing vehicles, mergers,
acquisitions, and spin-offs; advising the Company in ways to increase
shareholder values and liquidity. Additionally, CS will assist the Company with
Financial, Customer and Broker Relations, including introducing HBSL to Brokers
and Analysts via personal contact, mail-outs, brochures, corporate filings, and
other media as appropriate; assisting in the public presentation and layout of
Annual and Quarterly Reports (to include assistance, if requested, drafting
reports, layout, and format), assisting in drafting and disseminating Press
Releases, setting up broker and shareholder meetings on an individual basis and
in industry related conferences and seminars. CS may provide such services as
may be appropriate to accomplish any other assignment or project which may be
reasonably requested by HBSL that are within the legal capabilities of CS. CS
does not hereby agree to seek, obtain or provide funds for HBSL, although it may
introduce prospective investors and/or lenders to HBSL.
2.
PERFORMANCE OF SERVICES.
a. The
parties hereto recognize that the performance of CS' services hereunder is
highly subjective and not readily capable of objective evaluation. The personnel
and manner in which the Services are to be performed and the specific hours to
be worked by CS shall be determined by CS. CS shall provide such personnel and
to work as many hours as may be reasonably necessary to fulfill CS' obligations
under this Agreement. CS shall provide oral reports as requested, detailing all
activities performed and services provided on behalf of HBSL. HBSL shall given
written notice to CS if it is
|
Page
1 of 1 |
May
19, 2003 |
dissatisfied
with the acts or failure to act by CS pursuant to this Agreement and specify
what action CS should take to cure the dissatisfaction. CS shall have thirty
(30) days to reasonably cure the dissatisfaction.
b. CS shall
make no representations or disclosures, whether oral or written, regarding HBSL
without the consent and approval of HBSL, unless such information is then
publicly available or otherwise published. CS will secure approval, regarding
content, disclosures, and, representations from HBSL prior to making oral
presentations or providing written documents (other than those previously
published by HBSL or publicly available) to any third party or before making any
changes to HBSL' Internet site.
c. CS and
HBSL recognize that CS' services will include working on various projects for
HBSL, some of which may be assigned or directed by HBSL and some which CS may
undertake. CS shall obtain the approval of HBSL prior to the commencement of a
new project.
3.
COMPENSATION. HBSL and CS seek to provide an incentive to assure CS performs
hereunder; and CS is aware that HBSL presently lacks sufficient funds to pay
cash compensation. Therefore, the parties have agreed that compensation
hereunder shall be a form of equity in HBSL in lieu of cash compensation, and it
is agreed that:
a. HBSL will
issue and deliver Two Hundred Thousand (200,000) shares of authorized, fully
paid and non-assessable common stock of HBSL, $0.001 par value, to CS or its
assigns and/or transferees. The parties hereby agreed that the Exchange value of
the stock for this transaction, based on the restrictions, the number of shares
and recent trading volume, is the average bid price of the stock for the five
(5) days prior to May 3, 2003, less a discount of fifty percent (50%), or a
value of Twenty Cents ($0.20 US) per share; and,
b. HBSL will
issue and deliver to CS or its assigns or transferees nominees Warrants, similar
in form to that attached hereto as Exhibit "A", for a total of Eight Hundred
Thousand (800,000) shares of authorized, fully paid and non-assessable common
stock, $0.001 par value, having an exercise price equal to Fifty Cents (US
$0.50) per share, and exercisable (the "Expiration Date") on or before 5:00 p.
m. CST on May 3, 2008 (the fifth anniversary date of this Agreement.) During the
term hereof, CS shall earn Sixty Six Thousand Six Hundred Sixty Six (66,666)
Warrants each 90 days after the effective date of this Agreement during its
term. Any Warrants earned shall be non-cancelable prior to the expiration date
regardless of any Termination and HBSL will reissue Warrants to reflect the
number of Warrants earned as CS may reasonably request. However, prior to the
effective date of Termination as provided below, CS or its transferee(s) may
exercise any Warrants regardless whether they are earned.
c. The
shares issued under Subparagraph (a) hereof or upon exercise of any Warrants
authorized under Subparagraph (b) hereof shall be restricted pursuant to the
provisions of Rule 144 promulgated by the Securities and Exchange Commission. If
HBSL seeks registration of any stock or debt or securities with the United
States Securities and Exchange Commission CS (or its assigns and transferees)
shall have the right to include ("piggyback") in such registration, without
contribution, charge, cost or expense for legal and accounting services incurred
in such registration, any HBSL restricted shares it (or they) may own or shares
they may obtain by exercise of Warrants. CS may request HBSL to seek
registration of any restricted shares that it or its assigns or transferees may
hold at CS' cost and expense. HBSL will cooperate with CS
|
Page
2 of 2 |
May
19, 2003 |
in such
registration(s) and HBSL will reimburse CS its reasonable legal, accounting and
out of pocket expenses that it may incur in seeking registration of the
shares.
4.
EXPENSE REIMBURSEMENT. HBSL will reimburse or prepay CS for the following
expenses or accountable "out-of-pocket" costs:
a. HBSL
agrees that at least once each calendar year that this Agreement is in effect,
it shall pay or reimburse CS for travel, lodging and meals incident for one
representative to be designated by CS to travel to HBSL' Vancouver corporate
headquarters, in order to consult with HBSL officers and staff and conduct due
diligence investigation(s); and,
b. Subject
to its prior approval, travel, lodging and meals associated with meeting or
other consultation with or on behalf of HBSL other than as provided in
Subparagraph (a) above; and,
c. Subject
to its prior approval, any communication expenses, such as costs of bulk mail;
certified mail; electronic dissemination (bulk faxing or bulk e-mail) or
overnight delivery charges; and,
d. Subject
to its prior approval, any other incidental costs reasonably incurred by CS in
performing its consulting services hereunder.
5. TERM.
The term of this Agreement shall commence as of May 3, 2003, and shall terminate
on April 30, 2006, unless earlier terminated as provided in Paragraph 6 for
Termination For Cause.
6.
TERMINATION FOR CAUSE.
A. TERMINATION
FOR CAUSE BY HBSL.
1. In the
event that CS fails to reasonably perform its obligations under this Agreement
after thirty days prior written notice from HBSL or is charged with a violation
of a federal or state securities or criminal statute, or breaches a material
provision of this Agreement, HBSL may, in its reasonable discretion, ten (10)
business days after sending written notice of the specific cause, cancel this
Agreement pursuant to "Termination for Cause". Should this Agreement be
terminated pursuant to this "Termination for Cause" provision, CS may seek
Arbitration prior to the expiration of ten (10) business days after receipt of
written notice of the specific cause of Termination or accept Termination for
Cause.
2. The
Effective Date of Termination for Cause will be either: (i) the date that the
Arbitration decision is issued if the Notice is upheld; or, (ii) the Eleventh
(11th)
business day after HBSL sends the Notice of Termination for Cause if CS does not
seek Arbitration. This Agreement shall be cancelled and of no further effect on
the Effective Date of Termination.
3. If CS
seeks Arbitration, it may cease performing services under this Agreement pending
a decision by the Arbitration.
4. Any
Warrants not exercised or earned on or before the Effective Date of Termination
for Cause, shall be canceled and no longer exercisable. If termination occurs
for any reason other than "Termination For Cause" in accordance with the
provisions of this Agreement, any Warrants not exercised or earned shall remain
in force and effect until the Expiration Date of the Warrant.
|
Page
3 of 3 |
May
19, 2003 |
B. TERMINATION
FOR CAUSE BY CS.
1. In the
event that HBSL fails to perform its obligations under this Agreement, CS may,
at its option, either terminate this Agreement upon ten (10) days prior written
notice, in which event this Agreement shall be cancelled, the Warrants shall be
deemed earned and neither party will have further obligations to the other, or
CS may seek specific performance of HBSL's obligations by
Arbitration.
7.
CONFIDENTIALITY. CS recognizes that HBSL has and will have the following
information that is not publicly known or available to the industry, that it may
disclose to CS:
Trade
secrets and other proprietary information regarding:
-
products
-
processes
-
costs
-
business affairs
-
marketing information
(collectively,
the "Proprietary Information")
which
constitute valuable, special, and, unique assets of HBSL CS agrees that CS will
not at any time or in any manner, either directly or indirectly, use any
Proprietary Information (which is not publicly known or available to the
industry) for CS' own benefit, or divulge, disclose, or communicate in any
manner any Information to any third party without the prior written consent of
HBSL. CS will protect the Proprietary Information and treat it as strictly
confidential. An intentional breach of this paragraph shall be a material
violation of this Agreement that may be the basis for "Termination for
Cause".
8.
CONFIDENTIALITY AFTER TERMINATION. For a period of two (2) years after
Termination, for whatever cause, the confidentiality provisions of this
Agreement shall remain in effect.
9.
RELATIONSHIP OF PARTIES. It is understood and agreed by the parties that CS is
an independent contractor with respect to HBSL and not an employee of HBSL. HBSL
shall not provide fringe benefits, including health insurance benefits, paid
vacation, or any other employee benefit, for the benefit of CS or its employees,
agents or consultants.
10.
SERVICES TO THIRD PARTIES. The parties recognize that CS may provide consulting
services to third parties; however, CS is bound by the confidentiality
provisions of this Agreement and CS may not use the Information, directly or
indirectly, for the benefit of third parties.
11.
NON-COMPETITION AGREEMENT. Recognizing that the various items of Information are
special and unique assets of HBSL, CS agrees and covenants that for a period of
one year following the termination of this Agreement, whether such termination
is voluntary or involuntary, CS will not directly or indirectly engage in any
business competitive with HBSL. This covenant shall apply worldwide. Directly or
indirectly engaging in any competitive business includes, but is not limited to,
(i) engaging in a business as owner, partner, or agent, (ii) becoming an
employee or any third party that is engaged in such business, or (iii) becoming
interested directly or indirectly in any such business, or (iv) soliciting any
customer of HBSL for the benefit of a third party that is engaged in such
business. CS agrees that this non-compete provision will not adversely affect
the livelihood of CS.
|
Page
4 of 4 |
May
19, 2003 |
12.
DISCLOSURE. CS is required to disclose any outside activities or interests,
including ownership or participation in the development of projects that
conflict or may conflict with the best Interests of HBSL. Prompt disclosure is
required under this paragraph if the activity or interest is related, directly
or indirectly, to the manufacture and/or wholesale distribution of premium
Belgium-style chocolates and candles, or any activity that CS may be engaged on
behalf of HBSL.
13.
EMPLOYEES AND CONSULTANTS. CS usually conducts business by and through its
Employees, agents and/or consultant (hereinafter referred to as a
"Representative".) CS agrees that each CS representative designated to perform
services pursuant to this Agreement shall be bound by the provisions of this
Agreement. At the request of HBSL, CS shall provide an acknowledgement that such
Representative agrees to be bound by the provisions of this Agreement as if
entered into separately. If HBSL sends written notice to CS that it is not to
use a designated employee or consultant, then the named person shall not be
assigned to work on any matter involving HBSL.
14.
INDEMNIFICATION.
a. CS agrees
to indemnify and hold HBSL harmless from all claims, losses, expenses, fees
including attorney fees, costs, and judgments that may be asserted against HBSL
that result from the acts or omissions of CS, it's employees, agents and/or
consultants; and,
b. HBSL
agrees to indemnify and holds harmless from all claims, losses, expenses, fees
including attorney fees, costs, and judgments that may be asserted against CS
that result from the acts or omissions of HBSL, it's employees, agents and/or
consultants.
15.
ASSIGNMENT. CS' obligations under this Agreement may not be assigned or
transferred to any other person, firm, or corporation without the prior written
consent of HBSL; Provided, CS may engage employees or agents or consultants to
perform such matters incident to this agreement which it may deem appropriate,
and may assign or transfer to such employees or agents or consultants such
amount of compensation as it deems reasonable and appropriate.
16.
NOTICES. All notices required or permitted under this Agreement shall be in
writing and shall be deemed delivered when delivered in person or deposited in
the United States mail, postage prepaid, addressed as follows:
| IF for HBSL: |
House Of Brussels Chocolates,
Inc. |
Xxxxx
000, 000 Xxxxxxxx Xxxxxx
Xxxxxxxxx,
Xxxxxxx Xxxxxxxx, Xxxxxx X0X 0X0
| IF for CS: |
Wyoming Corporate Strategies,
Inc. |
Attention:
Xxxxxxx X. Xxxxxxx, President
RR-5 Box
2996
Xxxxxxxxx,
XX 00000
Either
party may change its address by providing written notice to the other in the
manner set forth above and such change of address shall become effective on the
tenth day after delivery of the written notice.
17.
ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties
and there are no other promises or conditions in any other agreement whether
oral or written. This Agreement supersedes any prior written or oral agreements
or representations between the parties.
|
Page
5 of 5 |
May
19, 2003 |
18.
AMENDMENT. This Agreement may be modified or amended if made in writing and
signed by both parties.
19.
SEVERABILITY. If any provision of this Agreement shall be held to be invalid or
unenforceable for any reason, the remaining provisions shall continue to be
valid and enforceable. If a court or Arbitration determines that any provision
of this Agreement is invalid or unenforceable, but that by limiting such
provision it would become valid and enforceable, then such provision shall be
construed and enforced as so limited.
20.
WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver or limitation of
that party's right to subsequently enforce and compel strict compliance with
every provision of this Agreement.
21.
APPLICABLE LAW. The parties hereto agree that this Agreement and the performance
hereunder and all suits and special proceedings hereunder be construed in
accordance with and under and pursuant to the laws of the State of Texas and
that in any action, special proceeding, arbitration or other legal proceeding
that may be brought arising out of, in connection with or by reason of this
Agreement, the laws of the State of Texas shall be applicable and shall govern
to the exclusion of the law of any other forum, without regard to the
jurisdiction on which any action or special proceeding may be instituted. The
parties hereto agree to waive their right to trial by jury in the event that any
dispute or claim is not resolved by Arbitration.
22. AWARD
OF ATTORNEY FEES AND COSTS. The prevailing party in any litigation or
arbitration that may be instituted relating to this Agreement shall be awarded
an amount equal to its reasonable attorney's fees and recovery of its out of
pocket costs, including depositions, videography of depositions and filing fees,
in bringing the litigation or arbitration.
23.
CONDITIONS PRECEDENT. This Contract is Contingent upon approval of the Board of
Directors of HBSL.
24.
BINDING ARBITRATION. As concluded by the parties hereto, any controversy between
the parties hereto involving any dispute or claim by, through or under, or the
construction or application of any terms, covenants, or conditions of, this
agreement, or other dispute between the parties hereto, or a party hereto and an
employee or consultant of the other party, shall on the written request of one
party served upon the other, be submitted to binding arbitration, and such
arbitration shall comply with and be governed by the provisions of the Federal
Arbitration Act ("FAA") as it may be amended; Provided, that Arbitration shall
be conducted in Xxxxxx County, Texas and be conducted by the American
Arbitration Association ("AAA") pursuant to its rules for commercial arbitration
then in effect. The provisions of the FAA shall control, and the AAA rules shall
be applied if not in conflict with provisions of the FAA. All evidence shall be
subject to the Federal Rules of Civil Evidence. Unless the parties agree
otherwise in writing, there will be three (3) Arbiters from lists provided by
the AAA, one to be selected by HBSL and one to be selected by CS. The two
selected Arbiters will select a third Arbiter who will be an attorney or former
judge having been licensed for at least 5 years as an attorney in Texas; and who
shall be the administrator of the panel. Each party agrees to pay half the cost
of the Arbitration, and the prevailing party shall be awarded reimbursement of
the costs of Arbitration it may pay.
25. COUNTERPARTS
AND FACSIMILE SIGNATURE. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all of which
taken together shall constitute one and the same instrument.
|
Page
6 of 6 |
May
19, 2003 |
Execution
and delivery of this Agreement by exchange of facsimile copies bearing the
facsimile signature of a party hereto shall constitute a valid and binding
execution and delivery of this Agreement by such party. Such facsimile copies
shall constitute enforceable original documents.
Executed
this the 20th day of May, 2003, but effective as of May 3, 2003.
|
HOUSE
OF BRUSSELS CHOCOLATE, INC. |
WYOMING
CORPORATE | |||
|
STRATEGIES,
INC. | ||||
|
By: |
/s/ L. Xxxx Xxxxxxx |
By: |
/s/ Xxxxxxx X. Xxxxxxx | |
|
L.
Xxxx Xxxxxxx, |
Xxxxxxx
X. Xxxxxxx., | |||
|
President |
President | |||
|
Page
7 of 7 |
May
19, 2003 |
